On the last day, they gathered for a group photo. They were videogame programmers, artists, level builders, artificial-intelligence experts. Their team was — finally — giving up, declaring defeat, and disbanding. So they headed down to the lobby of their building in Garland, Texas, to smile for the camera. They arranged themselves on top of their logo: a 10-foot-wide nuclear-radiation sign, inlaid in the marble floor.

To videogame fans, that logo is instantly recognizable. It’s the insignia of Duke Nukem 3D, a computer game that revolutionized shoot-‘em-up virtual violence in 1996. Featuring a swaggering, steroidal, wisecracking hero, Duke Nukem 3D became one of the top-selling videogames ever, making its creators very wealthy and leaving fans absolutely delirious for a sequel. The team quickly began work on that sequel, Duke Nukem Forever, and it became one of the most hotly anticipated games of all time.

It was never completed. Screenshots and video snippets would leak out every few years, each time whipping fans into a lather — and each time, the game would recede from view. Normally, videogames take two to four years to build; five years is considered worryingly long. But the Duke Nukem Forever team worked for 12 years straight. As one patient fan pointed out, when development on Duke Nukem Forever started, most computers were still using Windows 95, Pixar had made only one movie — Toy Story — and Xbox did not yet exist.

On May 6, 2009, everything ended. Drained of funds after so many years of work, the game’s developer, 3D Realms, told its employees to collect their stuff and put it in boxes. The next week, the company was sued for millions by its publisher for failing to finish the sequel.

Front and center in the photo sits a large guy with a boyish face. You can’t tell from the picture, but he had gotten choked up when he made the announcement. His name is George Broussard, co-owner of 3D Realms and the man who headed the Duke Nukem Forever project for its entire 12-year run. Now 46 years old, he’d spent much of his adult life trying to make a single game, and failed over and over again. What happened to that project has been shrouded in secrecy, and rumors have flown about why Broussard couldn’t manage to finish his life’s work. What went so wrong?

This is what happened.

Broussard would not talk to Wired for this story. He was polite about it, but because his firm is being sued over its failure to complete Duke Nukem Forever, he declined to be interviewed, as did his cofounder and partner, Scott Miller. Broussard also emailed his former employees to warn them not to talk; many refused my requests, often because they remain friends with Broussard. But enough were willing to discuss the game — almost all anonymously — that a picture began to emerge, aided by Broussard’s and Miller’s prodigious postings on discussion boards and a handful of public interviews.

Broussard and Miller met in the late ’70s in Dallas, during Miller’s senior year of high school. They would hang out in the computer lab, programming clunky 2-D and text-adventure games. When Miller was in his twenties, he invented the shareware model of selling games and formed his company, Apogee (which started going by 3D Realms in 1994): He’d break a game into chunks, release it for free on BBSes, get people addicted, and then charge them for the remaining parts. By 1990, he was publishing and marketing titles created by others. He quit his day job and brought Broussard on. They were a study in contrasts: Miller, guarded and quiet, became the savvy business dealer, while Broussard — a voluble, energetic, ponytailed presence who carried around a single notebook as his organizational tool — became the creative impresario, famous for an unerring sense of what was fun. In 1992, the duo published Wolfenstein 3D, created by a then tiny studio called id Software. It was the first game to let players run around a 3-D first-person environment shooting enemies, and it became a breakout hit, selling 200,000 copies. 3D Realms went from being a $25,000-a-month startup to a $200,000-a-month corporation. The realistic, lead-spewing shoot-‘em-up was born.

By 1994, Broussard began concocting his own breakout game — one that would upend the conventions of the fledgling genre. Where other titles were gloomy and self-important, his would be brassy, colorful, and funny. Instead of playing as a faceless marine, gamers would play as Duke Nukem, “a combo of John Wayne, Clint Eastwood, and Arnold,” as Broussard described him. Broussard and Miller assembled a seven-person team to build the product. The pair had a knack for discovering talent: One of their recruits was a 17-year-old programmer from Rhode Island — barely out of high school — who created their game engine, the crucial piece of software that displays the 3-D world for the player. After a year and a half of work, Duke Nukem 3D was released online in January 1996.

Sales were explosive. The game was addictively fun and crammed with racy humor, including strippers you could tip (at which point they’d flash their pixelated boobs) and mutant pigs dressed in LAPD-like uniforms. Critics went fairly mad with praise. In most games, the world was static, but Duke Nukem players could interact with objects — they could get Duke to play pool or admire himself in a mirror (“Damn, I’m looking good!” he’d say). The title sold about 3.5 million copies, making Miller and Broussard straightforwardly wealthy.

In April 1997, Broussard announced a follow-up: Duke Nukem Forever, which he promised would outdo the original in humor, interactivity, and fun. The firm set no formal deadline, but Miller predicted the game would be out within about a year, “well before” Christmas 1998. “We see Duke Nukem as a franchise that will be around 30 years from now, like James Bond,” Miller told a gaming site. Broussard compared Duke to Nintendo’s Mario — a character that would star in title after title, year after year.

But the cycle that would demolish Duke Nukem was about to begin.

Broussard (front row, center) and the 3D Realms team on their last day.

Part of what caught Broussard off guard was the sheer speed at which videogames were improving. In the late ’90s, the processing speed of computer chips exploded, so each year programmers were releasing more and more powerful game engines — able to handle increasingly lifelike graphics, more enemies onscreen at a time, smarter artificial intelligence, and more objects that could be destroyed.

This ignited an arms race in game development. When Duke Nukem 3D came out, Broussard’s Duke Nukem engine — called Build — produced the best-looking game around. Barely a year later, though, it looked antiquated. Broussard’s key rival in the Dallas gaming scene, id Software, had announced its Quake II engine, which produced graphics that made Build seem blocky and crude. Broussard decided to license the Quake II engine, figuring it would save him precious time; programming an engine from scratch can take years. Though 3D Realms never confirmed how much it paid for the license — Miller referred to it as “a truckload of money” on a gaming news site — the price was said to be as high as $500,000. When the engine was released in December 1997, Broussard’s team quickly began creating game levels, monsters, and weapons around it.

Epic Fail

It was supposed to be the blockbuster sequel to Duke Nukem 3D. Instead, Duke Nukem Forever became the biggest videogame that never was. A few key milestones. —Benj Edwards

Jan 1996

Duke Nukem 3D is released. The sequel, Duke Nukem Forever, is announced in April 1997.

Nov 1997

3D Realms shows off early DNF screenshots, targeting a mid- to late-1998 release using the Quake II engine.

The game isn’t shown at E3. Broussard says, “We’re sick of jumping through pointless PR hoops.”

May 2001

3D Realms releases its first video in years. “No, this is not some kind of sick joke,” the company Web site says.

May 2003

Publisher Take-Two Interactive says DNF will not come out in 2003; blames its financial difficulties on ongoing delays.

Dec 2008

3D Realms releases a new desktop wallpaper image of DNF.

May 2009

3D Realms shuts down internal development. Take-Two sues.

By May 1998, the team had created enough material to show off at E3, the annual videogame industry convention. Duke Nukem Forever was set in Vegas; in the game’s plot, Duke operates a strip club and then has to fight off invading aliens. Broussard showed a trailer featuring a dozen different scenes, including Duke fighting on the back of a moving truck, jet airplanes crashing, and furious firefights with aliens. Critics were awed: “It sets a new benchmark for making a 3-D game more like a Hollywood movie,” Newsday proclaimed. Broussard was clearly obsessed with making his product as aesthetically appealing as possible. When he brought a few journalists over to a computer to show off bits of the game, he pointed out the way you could see individual wrinkles on characters’ faces and mused over how to make his campfire more realistic. (“As soon as we mix in some white smoke and some black smoke, I think we’ll be there,” he said.)

Behind the scenes, though, Broussard was already unhappy with the results and was craving better technology. A few months after the Quake II engine was released, another competitor, Epic MegaGames, unveiled a rival engine called Unreal. Its graphics were more realistic still, and Unreal was better suited to crafting wide-open spaces. 3D Realms was struggling mightily to get Quake II to render the open desert around Las Vegas. One evening just after E3, while the team sat together, a programmer threw out a bombshell: Maybe they should switch to Unreal? “The room got quiet for a moment,” Broussard recalled. Switching engines again seemed insane — it would cost another massive wad of money and require them to scrap much of the work they’d done.

But Broussard decided to make the change. Only weeks after he showed off Duke Nukem Forever, he stunned the gaming industry by announcing the shift to the Unreal engine. “It was effectively a reboot of the project in many respects,” Chris Hargrove, then one of the game’s programmers, told me (though he agreed with the decision). Broussard soon began pushing for even more and cooler game-building tools: He ripped out the ceiling of a room at the 3D Realms office to assemble a motion-capture lab, which would help his team in rendering “complex motions like strippers,” he noted on the 3D Realms Web site.

Broussard simply couldn’t tolerate the idea of Duke Nukem Forever coming out with anything other than the latest and greatest technology and awe-inspiring gameplay. He didn’t just want it to be good. It had to surpass every other game that had ever existed, the same way the original Duke Nukem 3D had.

But because the technology kept getting better, Broussard was on a treadmill. He’d see a new game with a flashy graphics technique and demand the effect be incorporated into Duke Nukem Forever. “One day George started pushing for snow levels,” recalls a developer who worked on Duke Nukem Forever for several years starting in 2000. Why? “He had seen The Thing” — a new game based on the horror movie of the same name, set in the snowbound Antarctic — “and he wanted it.” The staff developed a running joke: If a new title comes out, don’t let George see it. When the influential shoot-‘em-up Half-Life debuted in 1998, it opened with a famously interactive narrative sequence in which the player begins his workday in a laboratory, overhearing a coworker’s conversation that slowly sets a mood of dread. The day after Broussard played it, an employee told me, the cofounder walked into the office saying, “Oh my God, we have to have that in Duke Nukem Forever.”

“George’s genius was realizing where games were going and taking it to the next level,” says Paul Schuytema, who worked for Broussard and Miller heading up the development of Prey, another 3D Realms title. “That was his sword and his Achilles’ heel. He’d rather throw himself on his sword and kill himself than have the game be bad.” By the end of 1999, after blowing several publicly proclaimed release dates, Duke Nukem Forever was nowhere near completion. Half the weapons were still just sketches, and when a new version of the Unreal engine was announced — one designed for live, multiplayer online battles — once again Broussard opted to upgrade. Worse, former employees say, he did not appear to have an endgame — an overall plan for what the finished product would look like, and thus a way to recognize when it was nearing completion. “I remember being very impressed by the features. It was incredibly cool technology,” says the developer hired in 2000. “But it wasn’t a game.” It was like a series of tech demos “in a very chaotic state.”

It’s a dilemma all artists confront, of course. When do you stop creating and send your work out to face the public? Plenty of Hollywood directors have delayed for months, dithering in the editing room. But in videogames, the problem is particularly acute, because the longer you delay, the more genuinely antiquated your product begins to look — and the more likely it is that you’ll need to rip things down and start again. All game designers know this, so they pick a point to stop improving — to “lock the game down” — and then spend a frantic year polishing. But Broussard never seemed willing to do that.

Mike Wilson, a former games marketer with id Software and 15-year veteran of the industry, suspects that Broussard was paralyzed by the massive success of Duke Nukem 3D. “When Duke came out, they were kings of the world for a minute,” Wilson says. “And how often does that happen? How often does someone have the best thing in their field, absolutely? They basically got frozen in that moment.”

Broussard was also cursed with money.

Normally, game developers don’t have much cash. Like rock bands seeking a label to help pay for the cost of recording an album, game developers usually find a publisher to give them an advance in exchange for a big slice of the profits. But Broussard and Miller didn’t need to do this. 3D Realms was flush with cash; on top of the massive Duke Nukem 3D sales, they had other products that were selling briskly, including several add-on packs for Duke Nukem 3D that they’d outsourced to another developer. (They even licensed their Build engine for a dozen games, bringing in more dough.)

So when Broussard and Miller began work on Duke Nukem Forever, they decided to fund its development themselves. They arranged for a publisher, GT Interactive, to help with marketing and physically shipping the CDs, but they took only a tiny $400,000 advance. (Later, Take-Two Interactive — famous for publishing the Grand Theft Auto games — bought the rights from GT Interactive and became the publisher for Duke Nukem Forever.)

Other game developers envied the freedom that Broussard and Miller had, at least at first. Developers and their publishers, indeed, are often at war. It’s like many suits-versus-creatives relationships: Developers want to make their product superb, and the publishers just want it on the shelves as soon as possible. If the game starts getting delayed, it’s the publisher that cracks the whip. Broussard and Miller were free to thumb their noses at this entire system. Indeed, they even posted gleeful rants online about the evil of publishers and their deadlines. “When it’s done” became their defiant reply whenever someone asked when Duke Nukem Forever would be finished. They even criticized their publisher viciously in public. In 2003, Take-Two CEO Jeffrey Lapin complained to analysts that Duke Nukem Forever was so late he had begun writing it off as a loss, and he predicted it wouldn’t be out anytime soon. Broussard erupted. “Take-Two needs to STFU,” he hissed in a dicussion-board posting, using the well-known shorthand for “shut the fuck up.” “We don’t want Take-Two saying stupid-ass things in public for the sole purposes of helping their stock,” Broussard continued. “It’s our time and our money we are spending on the game. So either we’re absolutely stupid and clueless, or we believe in what we are working on.”

Yet the truth is, Broussard’s financial freedom had cut him off from all discipline. He could delay making the tough calls, seemingly forever. “One day, Broussard came in and said, ‘We could go another five years without shipping a game'” because 3D Realms still had so much money in the bank, an employee told me. “He seemed really happy about that. The other people just groaned.”

The only serious pressure came from fans. Duke diehards were losing their minds waiting for the game, crowding discussion boards to pester the developer. (“Sometimes I feel like a thousand Dr. Evils are looking at us yelling ‘throw me a frickin’ bone here!'” Hargrove, the programmer, complained on 3D Realms’ Web forums.)

To keep fans at bay, Broussard decided to put together another trailer for E3 in 2001. It was the first peek at Duke Nukem Forever in three years, and it was genuinely spectacular. Duke rode on trains and in cars while blasting enemies. Wounded soldiers held their guts and groaned in pain. A pack of enemies attacked on Jet Skis. The trailer was the talk of the show. After four years of work, Duke Nukem Forever looked as good as any other game in development, and maybe even better.

The 3D Realms staff returned to Texas elated. One told me that the period immediately after E3 felt like the closest they came to shipping the game. “The video was just being eaten up by people,” he said. “We were so far ahead of other people at the time.”

But Broussard still didn’t seem to have a finish line in sight. “I was hoping for George to come in and say, ‘OK, that was great, we got what we wanted, let’s get this done now!” another employee said. “But he never did.”

The long grind began to wear on the staff. The Duke Nukem Forever team was unusually small; by 2003, only 18 people were working on it full time. This might have been adequate back when the game was announced in the mid-’90s. But in the years that Broussard had spent tweaking Duke Nukem Forever, games had become bigger and bigger. It wasn’t unusual for a developer now to throw 50 people or more at a single title. In essence, 3-D games had grown up: It’s as if Hollywood had evolved from tiny hand-cranked three-minute reels to two-hour epic blockbusters in half a decade. Successful developers had disciplined management that set deadlines and milestones. Someone at the top carefully made sure every piece was moving along. Yet Broussard and Miller hadn’t changed with the times. They were still designing “with a 1995 mentality,” as one former employee told me — trying to produce a modern, massive game with a stripped-down little group.

After eight years of work, even Broussard and Miller seemed chastened by their failures. In 2006, journalist Tom Chick became one of the few outsiders in years to get a peek at Duke Nukem Forever. Broussard appeared nervous, almost contrite, about the delays and continually referred to an index card while talking about the game’s features. “We fucked up,” he told Chick. “Basically, we threw everything out and started again.”

Then a staff rebellion broke out. For longtime employees, the incessant delays posed two big problems. One was professional cred: Duke Nukem Forever was the only modern 3-D game some of them had worked on; if it didn’t ship soon, they’d have spent nearly a decade with nothing to show for it. The other was money. 3D Realms paid its designers less than many competitors, most notably id Software down the road. Broussard motivated them by offering profit-sharing. “Their business model was to pay the developers very low, but with a potential payday at the end that was pretty substantial,” says former employee Schuytema. As Duke Nukem Forever failed to arrive, so did that big payday.

By August 2006, at least seven people had left — nearly half the team — taking with them years of experience and institutional memory. “It was a waterfall,” recalls one employee; after the first employee announced he was leaving, another quickly followed, after which the rest all fled in a torrent. Some seemed openly bitter. “I left because I was burned out after working on the same project for five years without any end in sight,” former Duke Nukem Forever programmer Scott Alden posted on Shacknews.

Perfecting every detail, down to realistic strippers, takes time and money.

Ironically, the end was within reach, even if Broussard couldn’t see it. Raphael van Lierop, who was hired in 2007 as a creative director, was given several pieces of the game to play. It took him about five hours. Broussard was stunned; he’d thought those levels would take half that time to get through. “You could see the gears turning, with him thinking, ‘Oh wow — maybe we’ve got more game than we think,'” says van Lierop. Broussard had been staring at the game for so long, he’d lost perspective.

Van Lierop was excited: From what he’d seen of it, Duke Nukem Forever was so well developed — and so graphically superior to any other game in production — that if 3D Realms pushed hard for a year, they could release it and “blow everyone out of the water.” No, no, Broussard replied. It was two years out. Van Lierop was stunned. “I thought, ‘Wow, how many times have you been here, near the finish line, and you thought you were way out?'”

By then, even Miller’s two sons were making jokes about the delays. “Duke Nukem Taking Forever,” they teased their father.

The exodus of employees seemed to shock Broussard into action. By the end of 2006, he appeared to finally become serious about shipping the title.

Pressure was also building internally. Former employees told me Broussard’s relationship with Miller was slowly deteriorating over Broussard’s inability to complete Duke Nukem Forever. It’s certainly possible that Miller was angry that Broussard was blowing through so much money on the game. In an interview with The Hollywood Reporter, Miller proclaimed he was “dumbfounded” that it had taken them so long.

To mount a final push to get Duke Nukem Forever out the door, Broussard went on a hiring spree. “Need more help. Must go faster. Scotty, we need more powah!” Broussard wrote in a discussion-board posting advertising the new design jobs. Within a short period of time, the size of the team more than doubled, from 18 to about 35. Many of those he hired were high-powered creatives, like Tramell Isaac, a 12-year veteran of the industry. “All of my friends wondered if I was crazy. Why would I go to 3dr?” he later wrote on his blog. “The funny thing is, I knew what I was signing up for … George made it perfectly clear in our discussions prior to me joining that this would not be a walk in the park. You got to respect the man for that.”

One particularly crucial hire was Brian Hook, who became the project’s lead, a central boss operating directly below Broussard. Hook realized the challenge ahead: He was inheriting “a fractured and demoralized project that lacked direction, milestones, or cohesion,” as he later described it. Hook, former employees say, also attempted something nobody had done successfully before: He pushed back on Broussard’s constant requests for endless tweaks and changes. And when Broussard complained, Hook held firm. He was the first employee to stand between Broussard and his beloved game, making it possible for the team to move forward without getting stalled by new requests.

On January 26, 2009, Broussard got on a plane to New York with a copy of the game to show the publishers at Take-Two. “Packing up to go visit our publisher and show them the game and cool sh!t to get them hyped and excited,” he posted on Twitter.

But the money was finally running out. Broussard and Miller had spent some $20 million of their own cash on Duke Nukem Forever — and their current development team would likely burn through another several million dollars a year. Miller and Broussard were forced to break their cardinal rule: They went to Take-Two with hat in hand, asking for $6 million to help finish the game.

In court documents both companies later filed, Broussard and Miller claim that Take-Two initially agreed, then quickly backtracked, offering only $2.5 million. Take-Two officials dispute this: They claim they were sufficiently dubious that they offered only $2.5 million up front, agreeing to give another $2.5 million when the game was completed. Either way, Broussard and Miller rejected the counteroffer.

With the negotiations at an impasse, Broussard and Miller decided the end had come. On May 6, they announced that they were disbanding all development at 3D Realms. They would continue to hire other developers to make other games for them, but 3D Realms would cease to create anything itself. Broussard took that last photo and then bid his creative staff good-bye.

Will Duke Nukem Forever ever come out?

Many believe that the game as it currently exists is dead. A week after 3D Realms shut down development, Take-Two sued, arguing that by failing to produce the game, 3D Realms had deprived the publisher of future profits. As compensation, Take-Two demanded that 3D Realms pay back the $400,000 advance and $2.5 million that Take-Two had fronted in 2007. Take-Two also demanded the source code for Duke Nukem Forever. 3D Realms blasted back with a countersuit, arguing that since it had never formally issued a date to release Duke Nukem Forever, it was blameless.

Many observers think Take-Two is attempting to bleed 3D Realms dry until it has no more cash, then convince a judge to force Broussard and Miller to hand over intellectual-property rights to the Duke Nukem franchise to repay the $2.5 million advance. “It’s an IP grab,” says one Dallas-area developer. If Take-Two actually secured the rights to Duke Nukem, it might likely throw out the by-then-aging Duke Nukem Forever and simply hire new developers to produce new Duke games. But even without the suit, there is only a short window for Duke Nukem Forever to come out in its current form before it will have to be revised yet again, to keep pace with changing technology.

The Duke franchise is still potentially worth hundreds of millions of dollars. Despite more than a decade of waiting, the excitement over the game is still remarkably high; its die-hard fans might be the most patient on earth. But if they want to play Duke Nukem Forever anytime soon, they’ll need more than patience: They’ll need a miracle.